| Item 1.01. | Entry into a Material Definitive Agreement. |
Indenture
On August 20, 2020 (the “Issue Date”), Cheniere Corpus Christi Holdings, LLC (“CCH”), an indirect, wholly-owned subsidiary of Cheniere Energy, Inc. (“Cheniere”), issued $768,740,000 aggregate principal amount of its 3.52% Senior Secured Notes due December 31, 2039 (the “Notes”) pursuant to the Indenture, dated as of August 20, 2020 (the “Indenture”), by and between CCH, as issuer, and CCH’s subsidiaries Corpus Christi Liquefaction, LLC (“CCL”), Cheniere Corpus Christi Pipeline, L.P. (“CCP”) and Corpus Christi Pipeline GP, LLC (“CCP GP” and together with CCL and CCP, each, a “Guarantor” and collectively, the “Guarantors”), as guarantors, and The Bank of New York Mellon, as trustee (the “Trustee”). On August 14, 2020, CCH had agreed to sell the Notes pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers named therein (the “Purchasers”).
Under the terms of the Indenture, the Notes have a final maturity date of December 31, 2039 and accrue interest at a rate equal to 3.52% per annum on the principal amount from the Issue Date. The Notes are fully amortizing according to a fixed sculpted amortization schedule with semi-annual payments of principal and interest and have a weighted average life of approximately 14.08 years. Amortization of the Notes is deferred until June 30, 2027. Interest will be payable on June 30 and December 31 of each year, beginning on December 31, 2020.
The Notes are senior secured obligations of CCH and rank senior in right of payment to any and all of CCH’s future indebtedness that is subordinated in right of payment to the Notes and equal in right of payment with all of CCH’s existing and future indebtedness (including all loans under CCH’s existing term loan credit facility, all obligations under CCH’s senior working capital facility agreement and all of CCH’s outstanding senior secured notes) that is senior and secured by the same collateral securing the Notes. The Notes are effectively senior to all of CCH’s senior indebtedness that is unsecured to the extent of the value of the assets constituting the collateral securing the Notes.
As of the Issue Date, the Notes are guaranteed by all of CCH’s existing subsidiaries, consisting of CCL, CCP and CCP GP, and will also be guaranteed by certain of CCH’s future domestic subsidiaries. Such guarantees will be joint and several obligations of such guarantors. The Notes will be secured by a first-priority security interest in substantially all of CCH’s and such guarantors’ assets.
At any time or from time to time prior to June 30, 2039, CCH may redeem all or a part of the Notes, at a redemption price equal to the “make-whole” price set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. CCH also may at any time on or after June 30, 2039, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date.
The Indenture contains customary terms and events of default and certain covenants that, among other things, limit CCH’s ability and the ability of CCH’s restricted subsidiaries to incur additional indebtedness or issue preferred stock, make certain investments or pay dividends or distributions on membership interests or subordinated indebtedness or purchase, redeem or retire membership interests, sell or transfer assets, including membership or partnership interests of CCH’s restricted subsidiaries, restrict dividends or other payments by restricted subsidiaries to CCH or any of
